21.05.2013
Second notification of the intention to merge Stalprofil SA and Stalprofil Finanse sp. z o.o.
Based on the art. 504 § 1 and § 2 of the Code of Commercial Companies (the CCC), the Board of Stalprofil SA (the Company), for the second time notifies shareholders of the Company of the intention to merge Stalprofil SA (acquiring company) with Stalprofil Finanse sp. z o.o. (target Company).
The merger will take place in accordance with Art. 492 § 1. 1 of the Commercial Companies Code, ie the transfer of all assets of the Target Company to the Acquirer. In view of the fact that the acquiring company is the sole shareholder of the Target Company merger will be carried out under the simplified procedure under Article. 516, § 6 of the CCC. Therefore, the plan of merger will not be tested, the expert appointed by the court registry and will not be completed reports of the Management of the merging companies.
Acquiring Company holds 100% of shares of the Target Company and pursuant to Art. 515 § 1 of the Commercial Companies Code, the merger will take place without a share capital increase. The merger will be no exchange of shares Stalprofil Finanse sp. z o.o. to shares of Stalprofil SA, therefore, omitted the information referred to in Art. 499 § 1 point. 2-4 CCC, as unnecessary.
Resolution on the merger will be decided by the General Meeting or the General Meeting of Shareholders of each of the merging companies, in accordance with the procedure set out in Art. 506 of the CCC.
Announcement of the Merger Plan in Monitor Sądowy i Gospodarczy was not necessary under the provisions of Art. 500 § 2 (1) of the CCC. The merger plan with appendices is available to the public on the Company\'s website www.stalprofil.com.pl, continuously from 29 April 2013 to the end of the General Meeting of Shareholders, picking up a resolution on the merger.
Shareholders may refer to the documents, referred to in Art. 505 § 1 in the seat of tne Company in Dąbrowa Górnicza, ul. Roździeńskiego 11a, on weekdays from 9:00 to 15:00, from the first notification of the intention to merge, ie from 29 April 2013 to the planned date of the resolution on the merger.
Transfer of assets of the Target Company to the Acquirer will the day the merger in Rejestr Przedsiębiorców kept by the court having jurisdiction over the Company.
The merger will take place in accordance with Art. 492 § 1. 1 of the Commercial Companies Code, ie the transfer of all assets of the Target Company to the Acquirer. In view of the fact that the acquiring company is the sole shareholder of the Target Company merger will be carried out under the simplified procedure under Article. 516, § 6 of the CCC. Therefore, the plan of merger will not be tested, the expert appointed by the court registry and will not be completed reports of the Management of the merging companies.
Acquiring Company holds 100% of shares of the Target Company and pursuant to Art. 515 § 1 of the Commercial Companies Code, the merger will take place without a share capital increase. The merger will be no exchange of shares Stalprofil Finanse sp. z o.o. to shares of Stalprofil SA, therefore, omitted the information referred to in Art. 499 § 1 point. 2-4 CCC, as unnecessary.
Resolution on the merger will be decided by the General Meeting or the General Meeting of Shareholders of each of the merging companies, in accordance with the procedure set out in Art. 506 of the CCC.
Announcement of the Merger Plan in Monitor Sądowy i Gospodarczy was not necessary under the provisions of Art. 500 § 2 (1) of the CCC. The merger plan with appendices is available to the public on the Company\'s website www.stalprofil.com.pl, continuously from 29 April 2013 to the end of the General Meeting of Shareholders, picking up a resolution on the merger.
Shareholders may refer to the documents, referred to in Art. 505 § 1 in the seat of tne Company in Dąbrowa Górnicza, ul. Roździeńskiego 11a, on weekdays from 9:00 to 15:00, from the first notification of the intention to merge, ie from 29 April 2013 to the planned date of the resolution on the merger.
Transfer of assets of the Target Company to the Acquirer will the day the merger in Rejestr Przedsiębiorców kept by the court having jurisdiction over the Company.